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Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc : Notice of AGM 2013

 Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc : Notice of
                                   AGM 2013

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to  the shareholders of Talvivaara  Mining Company Plc to  the 
Annual General Meeting to be held on  2 May 2013 at 10.00 a.m. (Finnish  time) 
in Helsinki  at  Finlandia  Hall, Mannerheimintie  13  e,  FI-00100  Helsinki, 
Finland. The reception of persons who have registered for the meeting and  the 
distribution of voting tickets will commence at 9.00 a.m. (Finnish time).

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of  persons to scrutinize  the minutes and  to supervise  the 
counting of votes

4. Recording the legality of the meeting

5. Recording the attendance  at the meeting and  adoption of the list  of 
votes

6. Presentation  of the  Financial Statements,  the Board  of  Directors' 
Review and the Auditor's Report for the year 2012
· Review by the CEO

7. Adoption of the Financial Statements

8. Resolution  on  measures  to be  taken  owing  to the  result  of  the 
financial period and the payment of dividend

The Board of Directors proposes that no dividend is paid for 2012 and that the
loss of the financial period is entered into the company's profit/loss account
on the balance sheet.

9. Resolution on the discharge of  the members of the Board of  Directors 
and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Remuneration Committee proposes that the fee payable to the members of the
Board of Directors for the term until the close of the Annual General  Meeting 
in 2014 be as follows: Chairman  of the Board of Directors: EUR  120,000/year, 
Deputy Chairman (Senior  Independent Director): EUR  69,000/year, Chairmen  of 
the Board  Committees: EUR  69,000/year,  other Non-Executive  Directors:  EUR 
48,000/year and Executive Directors EUR  48,000/year. The remuneration of  the 
Executive Directors is included in their base  salary, and it is not paid  out 
separately. To the extent  a member of the  Board has several positions,  such 
member is entitled  only to one  (the highest) annual  fee payable among  such 
positions while the other fee(s) is/are forfeited.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee  of the  Board of  Directors proposes  to the  Annual 
General Meeting that the number  of the members of  the Board of Directors  is 
confirmed to be nine (9).

12. Election of members of the Board of Directors

The  Nomination  Committee   proposes  to  the   Annual  General  Meeting   of 
Shareholders that Mr. Tapani  Järvinen, Mr. Pekka  Perä, Mr. Graham  Titcombe, 
Mr. Edward Haslam, Ms. Eileen Carr,  Mr. Stuart Murray, Mr. Michael  Rawlinson 
and Ms.  Kirsi Sormunen  be re-elected,  and that  Ms. Maija-Liisa  Friman  be 
elected as a new member to the Board.

13. Resolution on the remuneration of the Auditor

The Audit Committee  of the Board  of Directors proposes  that the Auditor  be 
reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that authorised  public 
accountants    PricewaterhouseCoopers    Oy    be    elected    as    Auditor. 
PricewaterhouseCoopers Oy has confirmed that in the event it is re-elected  as 
auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Board's proposal for establishment of a Shareholders' Nomination Panel

The Board of Directors proposes to  the Annual General Meeting to establish  a 
Shareholders' Nomination  Panel  to prepare  proposals  for the  election  and 
remuneration of the members of the Board of Directors to General Meetings.  In 
addition, the Board of Directors proposes  the adoption of the Charter of  the 
Shareholders' Nomination Panel.

According to the  proposal, the  Shareholders' Nomination  Panel comprises  of 
four members  nominated by  shareholders  and the  Chairman  of the  Board  of 
Directors and one  other member  of the Board  of Directors  appointed by  the 
Board. The Shareholders' Nomination Panel  will elect a Chairman from  amongst 
its members. The right to  nominate the shareholder representatives lies  with 
those four shareholders whose share of all the voting rights in the company is
the largest on  the last working  day of September  preceding the next  Annual 
General Meeting. The largest shareholders are  determined on the basis of  the 
shareholders' register of the company held by Euroclear Finland Ltd.  However, 
holdings by a shareholder  who, under the Finnish  Securities Market Act,  has 
the obligation to disclose changes in shareholdings (flagging obligation) that
are  divided  into  several  funds  or  registers,  will  be  summed  up  when 
calculating the share of all the voting rights, provided that such shareholder
presents a written  request to that  effect to the  Chairman of the  company's 
Board of Directors no later than  on the penultimate working day of  September 
preceding the Annual General Meeting. Should a shareholder not wish to use its
nomination right, the  right transfers  to the next  largest shareholder,  who 
would otherwise not have a nomination right.

16. Board's proposal to amend article 8 of the Articles of Association

The Board  of  Directors proposes  that,  should the  Annual  General  Meeting 
resolve to establish a Shareholders'  Nomination Panel referred to in  section 
15 above,  the Annual  General Meeting  resolves  to amend  article 8  of  the 
company's Articles of Association to correspond  to the changes to be made  to 
the duties of the  Board Committees and the  current practices applied by  the 
company.

Following the proposed amendment the article  8 would in its entirety read  as 
follows:



8 § Committees

The company  has at  least the  following committees  for which  the Board  of 
Directors will establish the number of  members, the detailed tasks and  terms 
of reference.

a.The company shall have an audit committee consisting of at least three (3)
    members from amongst the members of the Board of Directors, with the task
    to supervise and develop the internal control of the company and to
    oversee the statutory audit and consider the independence, effectiveness
    and objectivity of the external auditors, including the nature and extent
    of non-audit services provided as well as advice and make recommendations
    to the Board of Directors and the shareholders' meeting on issues related
    thereto.
b.The company shall have a nomination and governance committee consisting of
    at least three (3) members from amongst the members of the Board of
    Directors. The task of the nomination committee is, within its powers, to
    supervise and develop the nomination of new members of the Board of
    Directors and to oversee, review and, if necessary, develop company's
    policies and practices concerned with corporate governance and disclosure.
c.The company shall have a remuneration committee consisting of at least
    three (3) members from amongst the members of the Board of Directors. The
    committee's task is to supervise, follow up and develop the remunerations
    paid to the management and to supervise, follow up and develop any other
    remuneration or reward system of the company.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the  decisions on the  matters on the  agenda of the  Annual 
General Meeting, this notice as well as the Financial Statements, the Board of
Directors' Review and the  Auditor's Report of  Talvivaara Mining Company  Plc 
are       available       on       the       company's       website        at 
www.talvivaara.com/investors/General_Meeting/agm-2013no  later  than  3  April 
2013. The proposals for decisions and the other above-mentioned documents  are 
also available at the  meeting. Copies of these  documents and of this  notice 
will be sent to shareholders upon request. The minutes of the meeting will  be 
available on the above-mentioned website as from 16 May 2013.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who  is registered  on 19  April 2013  in the  shareholders' 
register of  the company  held by  Euroclear Finland  Ltd., has  the right  to 
participate in the  Annual General  Meeting. A shareholder,  whose shares  are 
registered on his/her  personal Finnish book-entry  account, is registered  in 
the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the  company 
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than 26 April 2013 at 4.00 p.m. (Finnish time) by  giving 
a prior notice of participation. The notice has to be received by the  company 
before the end of the registration period. Such notice can be given:

a.on the company's website www.talvivaara.com/home;
b.by e-mail agm(at)talvivaara.com;
c.by telefax +358 20 712 9801; or
d.by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor,
    Espoo, FIN-02170 Finland.

In connection with the registration, a shareholder shall notify his/her  name, 
personal identification number/Business ID, address, telephone number and  the 
name of  a  possible  assistant  or  proxy  representative  and  the  personal 
identification number of a  proxy representative. The  personal data given  to 
Talvivaara Mining  Company Plc  is used  only in  connection with  the  Annual 
General  Meeting  and  with  the  processing  of  related  registrations.  The 
shareholder, his/her authorized representative or proxy representative  shall, 
where  necessary,  be  able  to   prove  his/her  identity  and/or  right   of 
representation.

2. Holders of nominee registered shares

A holder of  nominee registered  shares has the  right to  participate in  the 
Annual General Meeting by virtue of such shares, based on which he/she on  the 
record date of the  Annual General Meeting,  i.e. on 19  April 2013, would  be 
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General  Meeting 
requires, in addition, that  the shareholder on the  basis of such shares  has 
been registered into  the temporary shareholders'  register held by  Euroclear 
Finland Ltd. at  the latest by  26 April 2013  by 10 a.m.  (Finnish time).  As 
regards nominee registered  shares this constitutes  due registration for  the 
Annual General Meeting.

A holder of  nominee registered  shares is  advised to  request without  delay 
necessary  instructions   regarding   the  registration   in   the   temporary 
shareholder's register  of the  company, the  issuing of  proxy documents  and 
registration for the Annual General  Meeting from his/her custodian bank.  The 
account management organization of the custodian bank has to register a holder
of nominee registered shares, who wants  to participate in the Annual  General 
Meeting, into  the temporary  shareholders'  register of  the company  at  the 
latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder  may participate  in  the Annual  General Meeting  and  exercise 
his/her rights  at  the  meeting  by way  of  proxy  representation.  A  proxy 
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right  to represent the  shareholder at the  Annual 
General Meeting. When a shareholder participates in the Annual General Meeting
by means of  several proxy representatives  representing the shareholder  with 
shares at  different  securities accounts,  the  shares by  which  each  proxy 
representative represents the  shareholder shall be  identified in  connection 
with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Talvivaara Mining
Company Plc, Ahventie 4 B, 5th floor, Espoo FIN-02170, Finland before the last
date for registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of  the Companies Act, a shareholder who  is 
present at  the general  meeting has  the right  to request  information  with 
respect to the matters to be considered at the meeting.

On the date of this  notice to the Annual General  Meeting 25 March 2013,  the 
total number  of  shares  and  votes  in  Talvivaara  Mining  Company  Plc  is 
272,309,640 shares and votes.

The Annual General Meeting will be held in the Finnish language, but questions
can also be presented in the English language.

Espoo 25 March 2013

TALVIVAARA MINING COMPANY PLC

The Board of Directors

Talvivaara Mining Company Plc : Notice of AGM 2013

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(i) the releases contained herein are protected by copyright and other
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(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
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